COCA COLA CO — Director's Dealing 2004

Apr 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO ((KO))
CIK: 0000021344
Period of Report: 2004-04-01

Reporting Person: WILLIAMS JAMES B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Phantom Stock Units	$0.00	A	788.7869	Acquired		Common Stock, $.25 par value (788.7869)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.25 par value	50000	Direct

Footnotes

F1: Phantom stock units convert to Common Stock on a one-for-one basis.

F2: The phantom stock units were accrued under The Coca-Cola Company Deferred Compensation Plan for Non-Employee Directors and are to be settled 100% in cash after the Reporting Person leaves the Board.

F3: Includes 169.2389 phantom stock units accrued as a result of crediting phantom dividends.